Item 1.01.
Entry into a Material Definitive Agreement.
On September 22, 2017, Farmland Partners Inc. (the Company), Farmland Partners Operating Partnership, LP (the Operating Partnership) and a wholly owned subsidiary of the Operating Partnership entered into a purchase agreement (the Purchase Agreement) with Olam International (Olam) to acquire three tree nut ranches in California comprising an aggregate of approximately 5,100 acres (collectively, the Properties) for total consideration of $110 million in cash. The Purchase Agreement contains certain customary representations, warranties and covenants of the parties, and the acquisition of the Properties is expected to close in November 2017, subject to the satisfaction of certain customary closing conditions.
In connection with the closing pursuant to the Purchase Agreement, the Company expects to enter into a 25-year triple-net lease agreement with Olam on a revenue share basis with respect to the Properties (the Lease). During the term of the Lease, Olam will be responsible for the operation, maintenance and improvements on the Properties and will have a right of first refusal on the Properties.
There can be no assurances that the acquisition will be completed, or that the Lease will be entered into, on the expected timeline, on the expected terms or at all.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, without limitation, statements regarding the completion of the pending acquisition and the expected terms of the Lease. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words believe, expect, intend, anticipate, estimate, project or similar expressions. The Companys ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Certain factors that could cause actual results to differ materially from the Companys expectations include satisfaction of the closing conditions to the Purchase Agreement described above and other risks detailed under Risk Factors in the Companys Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on February 23, 2017 and in other filings the Company makes with the Securities and Exchange Commission from time to time. Many of these factors are beyond the Companys ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, except to the extent required by law.
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